LAWRENCE O'DONNELL, GUEST HOST (voice-over): Which of these stories will you be talking about tomorrow?

Health care reforms high noon in the Senate. Never before has a routine procedural vote taken on such importance. Will Democrats reach the 60 votes they need just to begin debate?

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SEN. DICK DURBIN (D), ILLINOIS: We're not assuming a thing.

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O'DONNELL: What has the majority leader been giving away to get votes? And with the next free health clinic set for tomorrow in Little Rock, how will Senator Blanche Lincoln vote to get her constituents the urgent care that they need?

The view from the Capitol tonight with Senator Jeff Merkley, Democrat of Oregon, the politics with Eugene Robinson, and the policy with former insurance company executive Wendell Potter.

End of an era. After 24 years as a daytime TV icon, Oprah Winfrey decides next season will be her last on the air.

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OPRAH WINFREY, TV TALK SHOW HOST: I love this show. This show has been my life. And I love it enough to know when it's time to say good-bye.

(END VIDEO CLIP)

O'DONNELL: Stranded at borders.

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CROWD: Sign our books! Boo!

(END VIDEO CLIP)

O'DONNELL: Sarah Palin angers many of her most ardent fans in Indianapolis, literally leaving them out in the rain without their books signed.

And she's the gift that keeps on giving to the kings of late night.

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DAVID LETTERMAN, TV TALK SHOW HOST: Sarah Palin says that she felt ambushed when Katie Couric asked her what newspaper she read. This coming from a woman who hunts wolves from a helicopter.

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O'DONNELL: All that and more - now on Countdown.

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O'DONNELL: Good evening, from New York. I'm Lawrence O'Donnell, in for Keith Olbermann.

Perhaps the biggest misconception to gain currency in this year's health care debate is that never before has Congress gotten this far in passing reform. Looking ahead to tomorrow night's procedural vote in the Senate - our fifth story on the Countdown: It is worth remembering that at this stage in 1994, there was no doubt Hillary Clinton's health care reform bill would get 60 votes in the Senate to proceed to debate. It wasn't even a question.

This time, the majority leader is rolling the metaphorical dice. Senator Harry Reid has scheduled a cloture vote on a motion to proceed to debate without being certain of the outcome. A high-ranking staff member in the Democratic leadership characterized Reid's level of confidence for us as, quote, "cautiously optimistic."

To win the motion to proceed, Senator Reid is going to need the vote of every Democrat, both independent senators - and if Senator Baucus is still back in Montana for a family emergency, at least one Republican.

Let's begin with some of the holdout Democrats. Senator Ben Nelson said today he will vote on Saturday to allow the health care debate to begin. In a statement, Nelson added that his vote tomorrow does not indicate whether he is for or against the bill, only that he is against efforts to obstruct in the Senate.

As for what Nelson might have gotten in return for tomorrow's vote, Senator Reid has decided not to include a measure that would have ended antitrust exemptions for the insurance industry. "The New York Times" reported that he did so in response to demands from Senator Nelson.

Senator Mary Landrieu of Louisiana said today that she will decide her vote in the morning, telling TalkingPointsMemo.com that her meeting with Senator Reid yesterday tilted her from leaning against to neutral.

What incentive she might have to vote yes? How about $100 million in federal Medicaid funding for any state that has suffered a natural disaster like Hurricane Katrina in the last seven years? Given what we witnessed at the first free health clinic funded by your donations in New Orleans last weekend, it is money that the state of Louisiana could obviously put to good use.

Preparations are under way tonight in Little Rock for the second free health clinic tomorrow. The senior senator of that state, Blanche Lincoln, also hasn't indicated how she will vote. Her spokeswoman told NBC News in an e-mail that she is still reviewing the bill.

About tomorrow's health clinic in Little Rock, Senator Lincoln told "The Associated Press," quote, "This one day clinic is a blessing but is not a sustainable way to deliver health care for the thousands of uninsured and underinsured in Arkansas."

DURBIN: I would say to Senator Lincoln that I believe most of the people in Arkansas will be relieved and happy to see health care reform that gives them the peace of mind about the cost of health insurance and the protection and their ability to fight these health insurance companies. I think the failure to pass a bill is not good for America. It isn't good for any of us in Congress or those standing for re-election.

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O'DONNELL: As for a potential GOP vote, Senator Reid said he has had a recent conversation with moderate Maine Republican Olympia Snowe. Conservative Republicans have long been a lost cause.

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SEN. JON CORNYN (R), TEXAS: No senator who votes for cloture on the motion to proceed tomorrow, I think, can - with a straight face - contend that they have not somehow embraced the bad policy contained in this bill. There's nothing here to like, and I think what we need to do is kill this bill.

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O'DONNELL: A lots to talk about tonight with Senator Jeff Merkley, Democrat of Oregon.

Senator, thank you very much for your time tonight.

SEN. JEFF MERKLEY (D), OREGON: Oh, it's great to be with you.

O'DONNELL: Now, don't you wish you were one of the holdouts? Things are going pretty good for them, aren't - isn't it?

MERKLEY: Well, you know, it's 60 members and you need 60 votes. There's always going to be a few folks who are coming to the decision at the last minute. That's where we are now.

O'DONNELL: How does it feel to be a loyal Democrat in line with the party from day one on something like this watching as it approaches the various finish lines along the way, procedurally, that the holdouts, the reluctant ones - they're the ones who get the most in the bill at the end? How does that feel from someone who's been on board from the beginning?

MERKLEY: You know, I've been so involved in this conversation through the HELP Committee and then on through the merger, advocating for different measures that should be including to making sure small business is involved and increasing the cap for participation. I feel like I've had a great chance to influence this bill. And, I - but I - what does catch me by surprise is that I've never anticipated the possibility that we'd be wrestling with whether to have a debate on health care here in the U.S. Senate in the United States of America.

I think we should have 100 votes tomorrow for the principle that it's time to debate this issue that touches every single life that's so important to the quality of life of our families and the success of our businesses.

O'DONNELL: Well, you know, Senator, my memory is, we did have 100 votes in '94. I was at the floor manager's desk as the chief-of-staff of the Senate Finance Committee. And I'm pretty sure we proceeded by unanimous consent. This wasn't even a question in 1994.

How did it get to this point this year that the Republicans feel emboldened enough that they can challenge even the notion of proceeding to the floor for debate?

MERKLEY: It has reflected a strategy of obstruction, to slow things down, to try to thwart the president on each of his three major initiatives - in energy, in financial reform, in health care - in order to cripple this administration.

And, you know, I came to the Senate with a philosophy of problem-solving. And I think that's where most Americans are. I don't think they want to see their senators come here and say this is a partisan battle and we're going to show the administration, we're going to cripple the administration. That makes - that makes no sense at all.

What we need to do is address the many difficult complex issues that our nation is wrestling with.

O'DONNELL: Now, we just heard Senator Cornyn say that the Republicans need to kill this bill. And in 1994, a predecessor of yours, Republican senator from Oregon, Bob Packwood, was the Republican floor manager. And he did, in effect, kill the bill by presenting a series of successful amendments that forced the Democrats into retreat.

_Why won't the Republicans be able to do that this time around?_

MERKLEY: Well, they certainly will have that opportunity. And that's

what the floor debate is about - is to present ideas about how to improve

the bill, or if the tactics of - that the minority leader is bringing, the

· Mitch McConnell is simply to kill the bill, that will be - that will be his choice. And it seems the way he's headed.

But wouldn't it make a lot more sense to say, "Yes, it makes sense to have competition, to create exchanges, but we think it can be done a little better in this fashion"? "Yes, it makes sense to improve our manpower in health care, but we can improve on the bill by doing it in this fashion." "Yes, we need to do prevention and disease management, but there's a better way or we can enhance that effort." That's the type of conversation that we should be having on the floor of the Senate.

O'DONNELL: And just today, Senator Reid announced that he is going to include your senior senator, Ron Wyden's, provisions about making health care options more available to more people in this bill.

_Does that lock in any more votes than just Ron Wyden's?_

MERKLEY: Well, I'll tell you, principle is important to many of us. For example, the finance committee, Senator Wyden had presented his proposals. In the HELP Committee, one thing that I was trying to do and we succeeded in, was lifting the ceiling so that instead of just very mall businesses being able to participate in exchanges, all businesses.

States could decide to open these exchanges up to business of any size. And then, when a business says, "Yes, we'll go to the exchange," then the individuals could choose which health plan they wanted at particular level, really increasing competition. So it's a very important principle and Senator Wyden deserves a ton of respect for having advocated for this.

O'DONNELL: Senator Jeff Merkley of Oregon - thank you very much for your time tonight. It looks like you're going to make history on the floor tomorrow, no matter which way this vote goes.

MERKLEY: Thank you. I'm looking forward to be in there tomorrow tonight.

O'DONNELL: For more on the politics, let's bring in our own Eugene Robinson, and associate editor and Pulitzer Prize-winning columnist for "The Washington Post."

Good evening, Gene.

EUGENE ROBINSON, MSNBC POLITICAL ANALYST: Good evening, Lawrence.

O'DONNELL: Now, Gene, you remember, just getting the bill to the floor wasn't even an issue in 1994. This to me is a demonstration of how weak the Democrats are at this point going to the floor in the Senate having to struggle at this stage, isn't it?

ROBINSON: Well, yes. I mean, it's - this is a messy, messy process, Lawrence. And you're right. The last time around, it wasn't a question that it would get to the floor.

It's - this is a - this is a very high stakes move by Harry Reid. I don't think - I don't see that he has a choice. He knows that he's got to get it to the floor somehow. And one gathers he counts on getting the votes he's going to need tomorrow night.

But obviously, to say the very least, it's going to be close.

O'DONNELL: Now, Blanche Lincoln is one of the big question marks. I'm betting on her to vote for this motion to proceed primarily because she's already on record having cast the tough vote in the Senate Finance Committee. That was the vote that included a package of tax increases, the risky stuff, the politically risky stuff. The other committee in the Senate had none of that in the bill, so it wasn't a risky vote in that committee. But she's cast that vote already. So, her opponents can already hang that stuff on her.

So, why not just go along with at least the procedural vote to proceed to a debate?

ROBINSON: Well, exactly. I don't see what the huge downside is for any of - any of these Democrats who are worried about a downside in voting to allow a debate on the legislation. They don't have to announce how they're going to vote in the end on the measure.

And I don't see how this hurts them. I do see how it potentially hurts them as they run - in Blanche Lincoln's case - next year, if the Democratic Party ends up looking so incompetent that it can't get any action on something it's been talking about for 60 years. But - but just voting to get it to the floor, I don't see how that - how that - how that hurts them that much.

O'DONNELL: There seems to be an eerie echo in the Senate from something that happened in the House last time around. Tom Foley, speaker of the House at the time, led the House on this issue and then lost his own reelection to his own House seat, the speaker of the House. We've never seen anything like it and no one saw it coming.

This time around, we know Harry Reid is in reelection trouble in Nevada, and yet, he is the one who has to carry this through the Senate.

_How does Harry Reid politically win on this?_

ROBINSON: Well, I think you've been seeing - number one - how mechanically does he do this? Well, $100 million for Mary Landrieu is a start and rearranging things for Ben Nelson.

And how does he win politically on it? I think he has to help himself politically if he is able to shepherd legislation through the Senate in the final analysis that can be called health reform. It won't be everything the Democrats want it to be. But he's got to get a bill through, I think to help himself, and failing in that is political damage to him. And as you mentioned, he's facing a tough fight.

O'DONNELL: Gene, do you want to place your bet on the three wavering Democrats tomorrow? We already know Ben Nelson is on board. So, we're really just down to the two.

ROBINSON: We're down to the two. I think, from the body language of Mary Landrieu, I think she's going to vote for debate. This is - it's a huge deal for Democrats to buck their Democratic majority on a procedural vote like this one, just to get it to the floor for debate.

And so, I guess, I think that in the final analysis, they're all going to vote for it. Now, how much money am I putting down tonight? Twenty bucks.

O'DONNELL: And my bet is, as usual, Gene Robinson is right.

Eugene Robinson, Pulitzer Prize-winning columnist with "The Washington Post" and also of MSNBC - great thanks.

ROBINSON: Thanks, Lawrence. Those odds are for recreational purposes only.

O'DONNELL: Exactly.

Coming up: How the politics of all the negotiations on health care reform will actually affect the policy. Wendell Potter joins me on whether these latest changes still make the bill worth voting for.

And later, the debacle on the Sarah Palin book tour. After being promised a signed book, dozens of people get turned away after standing in the rain because the maverick herself walked out of the book signing event. The quitter strikes again.

And Sarah Palin leaves fans who played by the rules waiting for her autograph without so much as an apology. We'll have that and the best Palin punch lines of the week from late night. That's next.

This is Countdown.

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O'DONNELL: Conservative Democrats not yet on board with health care reform are concerned about its cost - except when they're not.

Our fourth story on the Countdown tonight: The cost of trying to buy the votes of the Democratic holdouts.

Senator Ben Nelson, a former insurance commissioner, got Majority Leader Harry Reid to drop a provision that would have ended the insurance company's special exemption from antitrust laws. After Reid complied, Nelson today said he will vote to allow debate on the bill.

Senator Mary Landrieu picked up $100 million in federal dollars with Reid's provision of aid for states that suffered a natural disaster in the last seven years, putting Landrieu's state of Louisiana at the top of the list, thanks to Katrina. Landrieu offered this understatement last night, quote, "I have leverage now. I'm using it to the best of my ability."

And then there is Blanche Lincoln of Arkansas - site of tomorrow's free health care clinic sponsored by viewers of Countdown, to help the people of her state and make their needs apparent to her. Lincoln supports reviving President Bush's funding for abstinence-only education which studies has shown does not reduce teen sexual activity but instead leaves teens ignorant about measures that could protect them from STDs.

Reid's bill restores almost $50 million every year for abstinence education, a Republican measure that only passed the finance committee - thanks to Lincoln's vote.

Returning to the program tonight is Wendell Potter, formerly head of public relations for CIGNA, now providing invaluable insight into the insurance industry as senior fellow on health care at the Center for Media and Democracy.

Welcome back, Wendell.

WENDELL POTTER, CENTER FOR MEDIA AND DEMOCRACY: Thank you, Lawrence.

O'DONNELL: Wendell, at a time like this, the holdout senators are lobbied very heavily by their own party. They're also - I assume you would know - being lobbied intensely by the insurance industry.

What kind of access does the insurance industry have to senators in these situations when it's coming down to the wire on the eve of a vote?

POTTER: Great deal of access. But, also, there's a lot of pressure that comes from the industry that's not all that apparent. The industry is conducting very heavy behind the scenes campaigns to try to persuade the people who live in these states to call their senators and persuade them to vote a certain way. So, they're applying an enormous amount of pressure from the - from the constituent point of view.

O'DONNELL: Now, are there any game-changers in these changes that Harry Reid is making? I mean, for - specifically, for example, the antitrust exemption for insurance.

POTTER: I don't think so. That's - I'm surprised that that was stripped out, that Nelson wanted that stripped out. But it was not an original part of the early drafts of legislation. It came later. So, I don't see this as a game-changer at all.

O'DONNELL: And is there an argument to be made from Nelson's side that since there are - he used to be the state insurance commissioner in Nebraska - that the insurance commissioners are, in effect, regulating the prices of insurance companies so that they can't really compete anyway? So, what does - how does the antitrust thing matter?

POTTER: Well, I think, there is a point there. But I don't see why there is a need for the exemption to continue. But, again, I don't think it's a game-changer.

O'DONNELL: And what exemptions - what changes in this bill would you worry about as it moves forward from here? What are the things do you think we really need to keep our eye on and if that thing goes out of the bill or if something comes into the bill, it changes the nature of it such that you shouldn't vote for it?

POTTER: I really think that if the public option gets endangered, then I think that the Senate is really going in the wrong direction. I think that that's - that is certainly a game-changer. And as I've talked to a lot of members on Capitol Hill and their staff members, there's a lot of strong support for it. But that is where the health insurance industry is really focusing its attention, to try to get the public option killed or at least to try to make sure that the opt-out provision continues to stay in. And then they'll shift their attention to the state legislatures to try to get states to opt-out.

O'DONNELL: Now, assuming the motion to proceed succeeds tomorrow and we do get into a debate on the Senate floor, how does the insurance industry handle that? They're - I assume they're going to be up there in the hallways literally standing outside of the floor of the Senate, waiting to talk to senators between every single vote on every amendment that's moving on the floor.

POTTER: Oh, they will, absolutely will. It will be - surely will be the place where the lobbyists will be congregating tomorrow and for a long time to come. They'll be pressuring these members to vote the way they want to. I do think, though, that the Democrats will hang together.

O'DONNELL: Wendell potter, former insurance industry executive - thanks very much for your time tonight, Wendell.

POTTER: Thank you very much, Lawrence.

O'DONNELL: Coming up: Oprah announces her show is ending. What could possibly be left for her to do after creating a powerful media empire and helping get Barack Obama elected president?

And later, the comedians react to "Going Rogue." It's been an easy week for the writers of late-night comedy.

Ahead on Countdown.

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O'DONNELL: Still ahead on Countdown: The megastar of daytime television is calling it quits after 25 years. How will we progress as a society without Oprah Winfrey telling us what to do next?

Sarah Palin might like a shot at being the new Oprah, but if she wants to have loyal viewers, she doesn't have to give each of them a car, but she will have to work on her basic human decency skills. She left an angry group of supporters out in the rain last night in Indiana. Some ugly potholes on week one of the really big book tour - coming up.

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O'DONNELL: For nearly a quarter of a century, she has been one-stop shopping for self improvement, required reading, do it yourself spirituality and celebrity meltdowns. Our third story on the "Countdown," Oprah Winfrey announces the end of her daytime talk show. Fans mourn. Museums can start bidding on the Tom Cruise couch. Today Oprah publicly confirming what she told her staff yesterday afternoon. The Oprah Winfrey show will sign off at the end of its 25th season in 2011.

And now the long good-bye begins for the woman who helped create so many iconic pop culture moments, from facilitating the aforementioned Mr. Cruise's obviously fake euphoria, to rolling out 67 pounds of fat to celebrate her weight loss, giving a public drubbing to James Frey, whose fabricated memoir had been stamped with her book club seal of approval, bestowing an entire fleet of cars on a shocked studio audience and helping elect our current president and just this week, sitting down with Barack Obama's potential 2012 rival.

She's developing her own network, set to launch in January 2011, but today Winfrey made no reference to her future plans beyond the last season, which she promised will knock your socks off, delivering an emotional speech at the end of this morning's show.

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OPRAH WINFREY: After much prayer and months of careful thought, I've decided that next season, season 25 will be the last season of the "Oprah Winfrey Show." Over the next couple of days, you may hear a lot of speculation in the press about why I am making this decision now and that will mostly be conjecture. So I wanted you to hear this directly from me. Twenty four years ago on September 8th, 1986, I went live from Chicago to launch the first national "Oprah Winfrey Show." I was beyond excited and as you all might expect, a little nervous. I knew then what a miraculous opportunity I had been given. But I certainly never could have imagined the yellow brick road of blessings that have led me to this moment with you.

These years with you, our viewers, have enriched my life beyond all measure. And you all have graciously invited me into your living rooms, into your kitchens and into your lives. So why walk away and make next season the last? Here is the real reason. I love this show. This show has been my life and I love it enough to know when it's time to say good-bye. Twenty five years feels right in my bones and it feels right in my spirit.

It's the perfect number, the exact right time.

(END VIDEO CLIP)

O'DONNELL: Joining me now is the national affairs columnist for "Newsweek" and MSNBC political analyst, Jonathan Alter. Good evening Jonathan.

_JONATHAN ALTER, MSNBC POLITICAL ANALYST: How you doing Lawrence? _

O'DONNELL: You know Jonathan, for a subject like this, we need a big thinker. We do. We do. This is 25 years of pop culture. This is a show that took over a sector of America in a certain way and it's a Chicago story, so I need a guy with Chicago street creds. There's only one person who fits the bill.

ALTER: I'll try.

O'DONNELL: Jonathan, is what we're seeing here is that the Oprah phenomenon in the 25 years has now gone as far as it could go, especially when you see it capped in a way by having her come out politically and help elect a president of the United States? What is there to do beyond that?

ALTER: I wouldn't bet against her, Lawrence. She's going to have a whole network, the OWN Network and she will now essentially become a television producer. You could argue because she won't be on herself that much that it won't achieve anywhere near the level of popularity that she's had. But that's just a product of the fragmenting of network television and even syndicated television. She's going cable. She's going to be a cable guy, a cable gal like you and me. And that, by definition, will mean a smaller audience. But that network is going to be in more than 70 million homes. And she can use her unbelievable creativity to maybe redefine what a network is in the 21st century. So I think she's just getting ready to start her second act.

O'DONNELL: Oh, I completely agree with that. This is going to be a second act. My question was about has she - did she really reach a logical completion of the first act in 2009 with the election of Obama and other things?

ALTER: I guess, yes, I guess you could argue that she did. What beats helping elect an American president? She was already going to be a major figure in late 20th and early 21st century American cultural history, but that was just the capstone, the fact that Obama was also from Chicago, also an African-American. The whole thing had a sense of completion to it. As well as 25 being a good way to go out on top. People say her ratings are down. They are some. But she still has very, very healthy numbers.

O'DONNELL: Now, she is a great admirer of Michelle Obama and fellow Chicagoan. Is she in some sense handing off to Michelle Obama or recognizing that Michelle Obama is taking her place, in a way, as a den mother? Michelle Obama is giving - wise, by the way - wise dating advice in "Glamour" magazine, something I've shown to my daughter, saying here's how to evaluate guys, a classic sort of Oprah show subject. So isn't it - is that part of this, in a way?

ALTER: I can't really think there was that kind of handoff. They have a good relationship. No first lady can perform the function that Oprah Winfrey has. They have to be too careful. They can't really let it out the way Oprah did. That's part of what made Oprah so popular, is that - especially women felt like she was really speaking for them, not just relating to them but actually voicing their feelings on often taboo subjects. And it's tough for a first lady to do that. But I do think where you could see some synergy there is that Michelle Obama has talked about childhood obesity, for instance, being a really serious threat, not just to the health care system, but really to the whole financial system of the country. And if you're talking about the Obama effect, changing behavior in America, that could sort of work in tandem with the Oprah effect. And you could see, if she executed this new network as well as I would expect she will, that you could maybe continue to get the kind of cultural impact that she's provided.

O'DONNELL: And finally and quickly Jonathan on Chicago, the road to riches is syndicated talk is paved by Phil Donahue, who started in Chicago. When he became a huge success, he moved the show to New York. Oprah never moved the show. She could have gone to LA. She could have gone to New York and had maybe more fun night life if she went to those places. What was the key to Chicago? Why did she stay there? What did that happen?

ALTER: I'm totally biased. I'm going to Chicago next week for Thanksgiving. But it is the authentic American city and there is a real quality to Chicago in the heartland that I think just - she conveyed in her program. I think she'd be making a terrible mistake to leave Chicago, although she has a home in California. So as a Chicago native, my only advice to Oprah would be stay home.

O'DONNELL: Jonathan Alter of "Newsweek" and MSNBC. Great thanks for your big thoughts on Oprah.

ALTER: I hope so. Thanks Lawrence.

O'DONNELL: Coming up, Sarah Palin's meeting her brand of patriots on her book tour. But after leaving some fans out in the rain without a signed book, she's actually turning future voters against her.

And later, how the world of late night has covered the Palin world this week. Ahead on "Countdown."

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O'DONNELL: Coming up, Sarah Palin's fans go rogue on her. After forcing fans to wait in line for hours in the rain, Palin scurries away from an angry crowd.

Later, how late night TV is tracking the reemergence of Sarah.

That's next. This is "Countdown."

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O'DONNELL: The Sarah Palin book tour backlash has begun. In our number two story on the "Countdown" - and it's coming from her own fans, many of whom collected into a cold and wet and angry mob after Sarah left them high and dry. And now Palin has released a statement addressing the problem. The Alaska blogger has been continuing her book tour in friendly Republican counties in red states and battleground states, but there was a major hitch in the town of Noblesville, Indiana. Hundreds of people waited up to nine hours on a cold and rainy day with their books and wrist bands, which were supposed to guarantee them that precious 10 seconds of face time with Ms. Palin. But more than 100 of them were left with nothing and no explanation. So they gathered outside her bus.

(BEGIN VIDEO CLIP)

UNIDENTIFIED MALE: Quitting on the job right there. Quitting on the job.

Quitting on the job, boo!

CROWD: Sign our books! Sign our books! Sign our books!

You think she heard that?

Sign our books!

Sarah!

(END VIDEO CLIP)

O'DONNELL: Quitting on the job. Oh, how very quickly they turn. The anger also made its way on to Ms. Palin's home turf. That would be facebook. From Tina H., left out in the cold without a signed book or a chance to meet you. They stopped at the letter N and that was my group, oddly enough. I had been in line for hours and we were given a mass-produced signature sticker. There were some people who stood outside angry, wanting to return their book.

From Jordan, I just spent nine hours of my day, $40 of my hard-earned money on two of your books and took the whole day off work to watch you jump on a bus and throw a half-hearted wave to the crowd you were avoiding.

And another one from the many postings from Dawn A, too bad I was "Palienated" today in Noblesville.. -

(BEGIN VIDEO CLIP)

UNIDENTIFIED FEMALE: They didn't have this organized well enough.

UNIDENTIFIED FEMALE: I'm very disappointed. I think it was very rude.

She could at least apologized.

UNIDENTIFIED FEMALE: Everyone that got a wrist band would have their books signed and you had to buy a book from Borders and have your receipt and your book in hand, along with your wrist band. So we bought two books from Borders to have our receipt and our wrist band to get it signed tonight. So my books are going back to Borders tomorrow.

UNIDENTIFIED MALE: My kids were crying. They went home with my wife. She was out here in the freezing cold all day. I feel like I don't want to support Sarah.

(END VIDEO CLIP)

O'DONNELL: What the Palienated got was this - a postcard with her signature on it.

And breaking news, a statement from Sarah Palin posted on her facebook page. It reads, in part, I've been told that yesterday there were supporters in Noblesville who stood in long lines for hours in the cold and rain and the book signing event ended without a chance to say hello to everyone who showed up. I am so sorry. We are working on a solution for those who were left behind. I apologize.

O'DONNELL: Chris, she's been told - she's been told that people were outside her bus screaming and yelling, as you just saw in that video. The bus has windows. Sarah has eyes. Why would she have to be told what was happening outside her bus?

KOFINIS: I - I can't imagine why. Clearly she was fulfilling the title of her book by going rogue. But I have to say that the funniest is that facebook post where they ended at the letter "N." There are just too many jokes in my head. I think it's going to explode. The reality here is and to be serious about it, if she really has presidential ambitions and the idea of building a political movement, you do not do it this way. It's probably the worst thing you can do. Because these events, as small or anecdotal as they may be, end up becoming much bigger, as you see and that is just a terrible statement. I think about her planning, let alone what she really thinks about the so-called supporters that she's out there trying to covet.

O'DONNELL: And even if she had many more satisfied book customers than unsatisfied book customers, the video is going to pick up that dissatisfied book customer and it's going to be shown to thousands and thousands, if not millions - certainly millions of other possible Palin supporters out there who are wondering what is this? She made a deal with these people. They got their wrist bands. And she quit on them, just like she quit on the governorship.

KOFINIS: It just shows an incredible lack of preparation. You know, these kinds of tours, if you will, whether it's a book tour or a political campaign or some kind of strange hybrid, there is a lot of logistics that go into it and a lot of planning. Clearly, that was not done. And when you kind of step back and look at this, what you see is kind of indicative, again, of who she is or who she was as a candidate and who she is as a personality. Not a lot of preparation there. And it kind of reminds you of a lot of candidates out there think the force of their personality is enough. You don't need to - you don't need to do the basic political things you need when you're doing a campaign. Unfortunately, that didn't work well for Rudy Giuliani. I don't think it's going to work well for Sarah Palin.

O'DONNELL: And the fact-checking continues, much to author Palin's disadvantage. She claimed that she was a crucial player in solving the "Exxon Valdez" oil spill disaster case in Alaska. But the lead lawyer for the plaintiffs, Dave Osteen said, quote, that is the most cockamamie bull crap - except he said something a little bit stronger than bull crap. Did she really think she was going to be able to just throw things in the book like that? And none of the lawyers involved in the "Exxon Valdez" case would actually read it and come out and tell us, oh, sorry, she had nothing to do with it?

KOFINIS: Here's the part I think is the most stunning about the book. Here's her kind of rolling out the new Sarah and the book being kind of indicative of that and it's full of lies, misstatements and just plain falsehoods. We shouldn't be surprised. This is again reflective of her candidacy when she was a vice president. There was no preparation. There was nothing really done to put, in fact, the steps you needed to be considered a serious candidate. And that is her problem. She's not a serious candidate. And I think we have John McCain to blame for a lot of painful days ahead.

O'DONNELL: Democratic strategist Chris Kofinis. Thanks very much for your time tonight.

KOFINIS: Thanks Lawrence.

O'DONNELL: Coming up, the Palin media blitz as seen through the eyes of late night TV. Dave versus Sarah continues.

(COMMERCIAL BREAK)

O'DONNELL: If you can read the fancy graphic that I'm assured is floating above my head, you don't need me to tell you that it's green week here at MSNBC, the same week Sarah Palin's book dropped on to the market. In our number one story, we here at "Countdown" take our responsibility to the environment and our responsibility for needling Sarah Palin quite seriously. Tonight, those passions converge. Here now, the Sarah Palin late night jokes of the week reduced, reused and recycled by us for you.

(BEGIN VIDEO CLIP)

THE COLBERT REPORT, COMEDY CENTRAL: There is another story that I have found that's flown under everybody else's radar. It seems that Sarah Palin has a book, "Going Rogue." OK? It's also available 30 percent off.

THE TONIGHT SHOW, NBC: In her new book "Going Rogue," Sarah Palin says she doesn't like vegetarians. Yeah. Yeah. Nope, Palin says all vegetarians should go back to Vegetaria, where they came from.

DAVID LETTERMAN, THE LATE SHOW, WORLDWIDE PANTS: In the book Sarah

Palin says that she felt ambushed when Katie Couric asked her what newspapers she read. This coming from a woman who hunts wolves from a helicopter!

UNIDENTIFIED MALE: It's getting a lot of attention, primarily because she spends a lot of the book settling scores with the media, the political elite. She's angry at the weather for raining on her once.

LETTERMAN: She says that she was upset with John McCain because at the end of the election, election night, the McCain people would not let her deliver a concession speech. And I thought, don't worry, Sarah, I'm sure you'll get another opportunity. That's what I - I said -

UNIDENTIFIED MALE: In Sarah Palin's new book, she says when she first laid eyes on her future husband, she said, out loud, "thank you God." Yeah, which is the same thing the Democrats said when they first laid eyes on Sarah Palin.

LETTERMAN: This is a huge best seller. She was at Barnes and Noble today and she actually had to take a break because she got a cramp in her wink. So she a -

UNIDENTIFIED MALE: We've heard 11 writers are engaged in this opposition research, fact checking research, exactly. Where Palin is concerned, fact checking and opposition research are the same thing because she knows the facts are out to get her. And the fact that this book is a steaming pile of [ bleep ] also - also not her fault.

UNIDENTIFIED MALE: Sarah Palin was promoting her book about she talks about her plans for the future. I think she wants to be the next leader of the free world, which is ridiculous because Oprah was right there.

LETTERMAN: I don't know. I thought the former governor - did you see it? Did you see what I'm talking about? Did you see it? I thought she was behaving strange. We got a clip. Take a look at this.

UNIDENTIFIED MALE: Later in the interview, Palin said that President Obama's economic plans were back-asswards. They were back-asswards. Then President Obama said that Sarah Palin is uckingfunqualified to be talking about it.

UNIDENTIFIED MALE: You see Sarah Palin appeared on Oprah yesterday and Palin was - she was very honest during her interview, I think personally maybe a little too honest. Take a look.

UNIDENTIFIED FEMALE: I still don't know why you stepped down. Why not just finish what you started?

UNIDENTIFIED FEMALE: Well, I left because I just couldn't handle the governor's desk. I resigned as the governor of Alaska because I'm a quitter. I was not qualified. I was ill prepared. I was naive. I was - never really went to hockey games, too. Todd and I love unprotected sex. We've always had, I guess, unconventional relationships. Physically, Todd will plow through me for hours and I'm pumped up, just over the top pumped up with energy and porn. After all that, wow!

UNIDENTIFIED FEMALE: Thank you.

UNIDENTIFIED FEMALE: Thank you so much.

LETTERMAN: Now, ladies and gentlemen, a segment that is wildly popular. It's entitled, things more fun than reading the Sarah Palin memoir. Hope you enjoy this.

UNIDENTIFIED MALE: Number 45 - walking into traffic. Number 13 - getting crushed by a dumpster. Number eight, drinking elephant dung squeezings. This has been things more fun than reading the Sarah Palin bomb (ph).

(END VIDEO CLIP)

O'DONNELL: If you rewind your DVR, I think you might find Jimmy Fallon making broadcasting history of sorts on one of those jokes back there.

There are still at least two more weeks of scheduled stops in the Palin book tour, but you don't have to lose sleep over that, because we will continue to bring you the late night reaction to Sarah's excellent adventure.

That will do it for this Friday edition of "Countdown." I'm Lawrence O'Donnell in for Keith Olbermann. Our MSNBC coverage continues now with "The Rachel Maddow Show." Rachel, good evening.

THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAYBE UPDATED. END